In 2015, social payments company Tilt was worth $375 million. Less than two years later, it had lost over 95% of its value and was sold for a pittance. What happened?

At its height in early 2015, social payments startup Tilt had the makings of the next Facebook—and dude, it was going to be awesome.

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Keggers, spring break trips, EDM concerts—Tilt was growing like wild on college campuses, where students were using the company’s mobile app to crowdfund events and settle up with groups of friends. At Tilt headquarters, employees barely older than the coeds they served were living a similar lifestyle, with beer pong on the office’s rooftop deck and hot tub hangouts during employee trips to Lake Tahoe.

Tilt founder and CEO James Beshara, a lanky Southern showman and first-time founder, was the smooth-talking force at the center of it all. Crowned a rising star by the kingmakers at Y Combinator in 2012 when he was just 26, Beshara had a Medium-ready answer to every question and a flair for playing the part of emcee—one investor, with affection, compares him to P.T. Barnum. Like Mark Zuckerberg before him, Beshara was a true believer in the disruptive power of online networks and the strength of his own vision.

Tilt was based on the premise that “something like PayPal and Facebook would collide,” Beshara says. The company aspired to be a social network for money—instead of sharing photos and videos, users exchanged digital cash for birthday ragers and beer runs. During Tilt’s early years, the pitch was simple, and carefully calibrated for Silicon Valley boardrooms: “Let’s prove that we can dominate the globe.”

Facebook investor Sean Parker heard Tilt’s pitch and wanted in. He introduced Beshara, fresh out of Y Combinator, to Andreessen Horowitz partner Jeff Jordan, one of the Bay Area’s top VCs. “It was the second time that Sean introduced an entrepreneur to me,” Jordan, who ultimately led Tilt’s Series A and B rounds, told Fortune. “The first one was Mark Zuckerberg.”

By early 2013, millions in venture dollars were pouring into Tilt’s coffers. Investors were lured by the same strong social metrics (viral coefficient, for example, a measure of user growth) that had marked Facebook as a winner.

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But the hopes embedded in Tilt’s $375 million valuation came crashing down to earth last year. Beshara hadn’t built a business; instead, he had manufactured a classic Silicon Valley mirage. While investors were throwing millions of dollars at the promise of a glittering business involving “social” and “money,” their Mark Zuckerberg-in-the-making was basking in the sunny glow of Bay Area praise and enjoying the ride with his bros. Revenue was not a top priority—a remarkable oversight for any company, and a particularly galling one for a payments company.

Eventually, with cash running low, Tilt went looking for a buyer. The process culminated in the company’s fire sale to fellow Y Combinator alum Airbnb, an acqui-hire deal that became public in February of this year. The final price landed at around $12 million, according to TechCrunch, not including retention packages for a half-dozen engineers. (In fact, the price dropped after Airbnb conducted its diligence.) So far, about two dozen additional people, plus Beshara and his cofounder, have been offered jobs at Airbnb.

“Our mission is to empower the collective creation of the world,” an employee says in the opening voiceover of a Tilt promotional video. Sadly for Tilt, despite its big talk, things didn’t turn out quite that way.

[Photo: Tilt team members at a company retreat, captured by former employee Sarah Stockdale; screenshot via Instagram]

Up And To The Right

On the surface, up until the very end, Tilt looked like a model Silicon Valley startup full of promise. Enter its plush offices in San Francisco, and you’d find exposed brick walls, ping-pong tables, and fridges stocked with coconut water. The company’s 70 bright-eyed young employees, frequently outfitted in company schwag (interns received Patagonia backpacks and pullovers), were treated to daily catered meals, generous perks and parties, and Instagram-worthy staff retreats.

Cofounders Beshara and Khaled Hussein, who lived in Tilt-branded T-shirts and fleeces, set the tone. They met in 2011 through an angel investor in Texas. Beshara, a Wake Forest graduate, had recently moved back to his home state after working on microlending projects in South Africa. Hussein, who had moved to the U.S. from Egypt to study at Virginia Tech, was a Rackspace engineer. Kickstarter was taking off, and Beshara was intrigued.

“What would a bite-sized, a sort of Twitteresque version of crowdfunding, look like? That was our Y Combinator application, and that was what we started building,” he says, via phone from an Airbnb conference room.

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The company, then called “Crowdtilt,” launched as it completed Y Combinator’s famed accelerator in February 2012. The product was like a sunnier, semi-private version of GoFundMe, with campaigns to raise money for bachelor parties, house shares, tailgates, and more (campaign organizers had to hit their self-imposed dollar goal in order to get paid). The tech press hailed its debut: “The number of campaigns has been doubling every seven weeks, with campaigns succeeding in raising 188% of the proposed total. And all this has come entirely through word of mouth.” One venture capital associate became an early advocate after using Tilt to organize a Point Break-themed party for 100 guests at his SoMa apartment. (His firm, DCM Ventures, later invested.)

By May 2012, Tilt had closed on a $2.1 million seed round, with prominent angels in the Y Combinator orbit—including Gmail developer Paul Buchheit and Reddit cofounder Alexis Ohanian—among the backers. More than 2,000 users were joining Tilt each month. If a campaign succeeded in meeting its goal, the company charged a modest fee.

Over the next few years the company continued to grow and win over prominent investors. In February 2013, Beshara raised $12 million in funding at a $40 million valuation. Andreessen Horowitz led the round and installed partner Jeff Jordan as Tilt’s first external board member. That summer the company launched Crowdhoster, an open-source version of its crowdfunding technology designed for brands interested in using product preorders to gauge demand or generate interest. During the beta, Beshara relied on fellow Y Combinator companies to serve as Crowdhoster’s first customers. Soylent, for example, generated over $1 million in preorders in a matter of weeks as a way to front the cost of manufacturing its meal-replacement concoction.

“The network of other founders and companies has become the single biggest factor in why I tell every tech entrepreneur I know that they should apply to Y Combinator,” Beshara told Business Insider.

In November 2013, less than a year since its Series A, Tilt closed on its Series B. Andreessen Horowitz again led the round, helping pump another $23 million into the company as its valuation soared to $120 million on the basis of its rapid user growth. Time magazine named Beshara and Hussein among its “30 under 30” changing the world.

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User metrics like viral coefficient were, at the time, the coin of the realm among Silicon Valley investors; Tilt boasted a viral coefficient of greater than 1, and strong repeat usage to boot. In addition, Beshara says he tracked and reported on three primary metrics in those early years: number of Tilts (campaigns), monthly transacting users, and gross merchandise value. Tilt had not yet settled on a business model, but neither had Andreessen investments OfferUp and Pinterest. Moreover, money was changing hands through Tilt—surely, investors thought, the company would eventually be able to capitalize on those transactions.

“In investing you can catch waves, and if you time those waves right, you can do well,” says Peter Bell, a senior adviser at Highland Capital Partners.

A number of Tilt staff members saw B2B tools as the company’s most viable path to revenue. When Beshara presented to the large corporations that passed through Andreessen’s Menlo Park offices—such introductions are a central component of the the venture firm’s service model—heads would nod at the mention of opportunities like the preorder campaign that Soylent had managed via Crowdhoster. The API product was a hack, based on an open source library called Selfstarter, but some employees believed there was a business case for building it out. “I felt like it had the greatest legs,” one former staffer says. But Beshara had little incentive to dedicate resources to an area that would have yielded lumpier growth, on a longer sales cycle, according to this team member and others. They wondered whether there was “enough motivation” within the company to aim for larger deals, versus “spinning up parties at universities.”

For Beshara, it was also a question of mission. “I felt really passionate about building for communities that know each other and that exist,” he says, as opposed to pooling money from strangers.

Crowdhoster, later reborn as Tilt Open and then Tilt Pro, remained stuck in limbo.

It’s Not Showtime, It’s Bro Time

Lack of patience soon became part of a broader theme. Tilt’s culture had evolved to match Beshara’s strengths and tastes, with an emphasis placed on inspirational messages and frat-style fun. A Dallas native who grew up in an affluent neighborhood known as “the Bubble,” Beshara may have learned to speak the language of entrepreneurship from his father, a business owner and self-help author who is a frequent guest on Dr. Phil (sample book title: Powerful Phrases for Successful Interviews). Beshara’s wife, Cheney, a fellow Texan and custom pet portraitist, was a loyal advocate for the product; in 2015, for example, she raised $230 through Tilt to cover the cost of a “Kickass Kickball Birthday Partayy!!!” for her husband.

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“James has one thing that he does better than even other founders: People read him as a visionary,” says one of nearly a dozen people interviewed for this article, all of whom engaged directly with Beshara as an employee, an investor, or a contractor. “His level of excitement and energy, there’s a magnetic aspect.” He adds: “I’ve never seen a company that was so fully controlled by one person.”

Regular “Ask Me Anything” sessions that Beshara led at Tilt HQ alongside Hussein, a tradition borrowed from Y Combinator, only served to further that control, despite the simulacrum of transparency.

“James and Khaled would sit up at the front of the room as if they were fountains of wisdom,” says one former employee. “All the answers are in this brilliant person’s head, just fall into line.” Hussein, an engineer and “extreme introvert,” let Beshara do most of the talking (if Hussein was driving strategic decisions behind the scenes, he did not advertise the fact). Critical questions were rare, and when they did occur, breezily dismissed. “People would ask simple, basic questions about profitability, and they would get platitudes,” says another source.

Investors, for their part, had faith that Tilt would monetize someday. After board meetings with Jordan, for example, Beshara would sometimes share the slides he had presented with staff, and the news that Andreessen Horowitz was “super happy” with Tilt’s progress, as one observer put it. “The way James portrayed it [at all-hands meetings], there was no daylight between what Jeff wanted and what James wanted,” recalls that former team member. Growth was the primary goal, and Tilt was delivering on it, quarter after quarter.

Jordan, Andreessen Horowitz, and other investors declined to comment on the record for this article.

In a different company, the song and dance of founder-as-fun-loving visionary may not have raised eyebrows. But sources say Beshara shrugged off opportunities to collaborate with more seasoned managers or impose greater operational discipline. One source notes that Beshara spent much of his time meeting with external advisers, returning to the office full of ideas, while his own team’s suggestions languished in Google Drive. Above all, they agree—and Beshara himself concurs—that the young CEO had bought into the Silicon Valley dictum that company culture should be paramount.

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“The thing I love most, that I get reenergized every day by, is the people,” Beshara says in a 2015 video. On big software launch days, he made a tradition of wearing a “shipping”-themed costume to rally the troops—a spacesuit on one occasion, a FedEx uniform on another.

Sometimes, though, Beshara let the fun and games become an end in itself.

“I was in a meeting with him once,” says one former team member. “I could just tell he wasn’t paying attention. I said, Hey, if you don’t have the mindshare to focus, we can reconvene tomorrow. ‘I’m 20% here, and 80% out there,'” Beshara replied, pointing to the door, the staffer recalls. “He walked out of the office [where we were meeting] and started throwing a football around with some of his friends.”

Another source remembers sending Beshara an in-depth analysis regarding a “company-defining decision”—only to receive an email back just minutes later, with a one-liner response: “Looks good to me.”

Over time, Beshara’s leadership alienated some of Tilt’s more experienced hires, who chose to move on rather than challenge their rookie boss. Meanwhile, Tilt continued to attract young talent barely old enough to join the company’s happy hours.

“There was too much focus on culture and creating this nirvana of a company. This is not a fraternity, this is a business,” says a former manager. Beshara seemed determined to keep the party going until the bitter end. Last September, for example, with a cash crunch imminent, he pressed forward with Tilt’s final Lake Tahoe retreat. Only a small group of employees had any idea that a sale was already in the works.

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Looking back now, Beshara acknowledges the imbalance. “I feel very strongly that you want to end up on the side of human connection, human relationships,” he says. “But I think you can index too far on that and really miss the importance of really high standards.”

In practical terms, Beshara says, that would have meant firing people who didn’t achieve their goals. “One of the things that would come up internally over and over, or at least [with] the people I really respected the most, that I wish we had listened to more, was around having high accountability and professional accountability. Literally, you won’t be in your role anymore if you’re not consistently hitting goals. It’s a delicate thing.”

It was all, in Beshara’s view, part of a (VC-funded) learning experience. “It was either this or graduate school and go work at the World Bank for 20 or 30 years,” he says of the original decision to make a go of it with Tilt. “I’d rather do this, where I’d learn a lot more, probably have the same chance of impacting the world, and have a lot of fun doing it.”

A lot of fun, and a lot of money. Most startup founders—particularly those without children to support—pay themselves modest salaries while working toward major equity paydays. Beshara, in contrast, was earning north of $200,000 a year.

Going Greek

In the optimistic years before Tilt sold to Airbnb, the company was continually chasing user growth. With the encouragement of former Facebook COO Owen Van Natta, who became an informal adviser, Beshara decided to focus on college campuses. He also decided to make the product free for the average user, leaving Tilt on the hook for payment processing costs.

Soon Tilt employees were contacting fraternities and sororities across the country, encouraging them to organize events via the company’s mobile app. By all accounts, the college focus was a natural fit for Tilt’s culture. The rate of monthly user growth on campuses rose to 57%.

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Victoria Limary, who now works for San Francisco-based startup LifeDojo, was a Tilt campus ambassador while she attended the University of Western Ontario. “When I started it was really hard: ‘I don’t want to download a new app on my phone,'” fellow students told her. “But by the time I graduated, everybody was using it,” she says.

Limary’s role involved convincing campus leaders to use Tilt for events and fundraisers. The greater the volume, the greater her commission. She recalls one campaign that was considered a major win, a fundraising competition on behalf of United Way that generated nearly $70,000 in donations. Participating business-school students who raised funds above a certain threshold through the app were rewarded with Tilt credits of $20 or more, she says.

Marketing tactics like that would certainly have boosted Tilt’s viral coefficient, at least in the short term. But for a free product, these methods were extraordinarily expensive, with ambassador bonuses and Tilt credits paid out in support of one-off usage. The company was buying growth—a startup practice that has since fallen out of fashion—without a proven hypothesis around how it might monetize those users.

Moreover, Tilt did little to invest in user behaviors that would have encouraged more sticky usage. The company’s last product release, unveiled in September, was a set of event ticketing features—versus, say, a set of tools to help roommates pay for monthly rent or utilities. “They were going after what I would call vanity metrics,” says one source. Even GMV (gross merchandise value), on its face a potentially helpful indicator, became a vanity metric of sorts because Tilt did not take action based on the most popular transactions contributing to it.

User growth disguised it, but Tilt was stuck in a strategic gray zone. For many-to-one payments, it was losing to Venmo (the PayPal-owned product was designed for one-to-one, but can accommodate groups). For larger-scale crowdfunding beyond the user’s immediate social circle, it was losing to GoFundMe, Indiegogo, and Kickstarter. And for more professional ticketing operations, it was losing to established specialists like Eventbrite and Splash.

By late 2015, the company’s value proposition was increasingly unclear. TechCrunch made an earnest attempt to decode comments that Beshara and Hussein made in an August 2015 interview, with little success: “The service has to not only be centered around crowdfunding, but also the social connectivity surrounding that, and also have the ability to be openly modified for other use cases either internally or as part of the company’s Tilt Open platform.” Some employees began to wonder whether or not Beshara believed his own hype.

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[Photo: courtesy of Tilt/Glassdoor]

The Beginning Of The End

An unexpected windfall at the beginning of 2015 that had been kept under wraps helped to move Tilt forward. Chi-Hua Chien, cofounder and managing partner of Goodwater Capital, had conducted diligence on Tilt during his prior role as a general partner at Kleiner Perkins Caufield & Byers. Kleiner had passed on the deal when Tilt was raising its Series A, but Chien was still interested. Like Sean Parker, he saw an opportunity to reprise his Facebook success (Chien originated Accel’s early investment in Facebook, ultimately worth billions). In February 2015, Beshara closed on a $25 million B-1 round, led by Goodwater, at a $375 million valuation. Chien joined Tilt’s board of directors, alongside Beshara, Hussein, and Jordan.

The core thesis was much the same as it had been back in 2012. “We were pretty bullish on feeling like there will be a social network around money, and it will have elements of crowdfunding and social networking,” Beshara says. Growth remained investors’ top priority: “In our last round of 2015, that’s what the market really valued.”

The cash freed Beshara to once again set about chasing growth, this time with a focus on Canada and the U.K. But he still had no scalable business model. “It’s one of these things that seems super obvious, nail revenue,” he now admits.

Then, in early 2016, the mood in Silicon Valley suddenly changed as turmoil in the public markets sent shivers down Sand Hill Road. After years of (over)valuing user growth, investors began to demand evidence of a viable path to fiscal sustainability. Tilt was wholly unprepared. “Don’t prove that you’re going to be the winner, prove that you can survive in any market and get to profitability on this check,” Beshara says of the dramatic shift in expectations.

Tilt laid off roughly a quarter of its employees that spring. With revenue still stuck in the six figures, despite raising over $67 million, Beshara was forced to start looking for an out. Even so, he exhibited signs of denial—skipping a critical investor meeting, for example, to speak to a group of college students, one source says.

In early fall, Beshara presented to the partners at Andreessen Horowitz, hoping for a chance to keep experimenting his way toward revenue. But the firm declined to lead another round. (“New founders in last 10 years have ONLY been in environment where money is always easy to raise at higher valuations. THAT WILL NOT LAST,” founding partner Marc Andreessen wrote in a 2014 tweetstorm, a prophecy that has indeed come to pass for Tilt and other companies of the Facebook era, like Yik Yak.) Soon afterward, Andreessen had a “cordial” talk with Beshara and Hussein at a local diner to review their shrinking set of options.

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The end was near. Because Tilt had decided not to build significant portions of its own processing infrastructure, instead relying on providers like Stripe, its software was of little value beyond the group-payment capabilities. Eventually, three potential suitors emerged: Airbnb and two financial services companies. Both financial services prospects showed interest in the payments credentials of Tilt’s millennial user base, but neither made an offer. In the end, with cash running low, Airbnb’s bid for Tilt was the only proposal that came to a vote.

Jordan, also a member of Airbnb’s board, recused himself after making introductions and nominated a deputy to join Tilt’s board discussions. (Andreessen also provided a small amount of bridge funding in order to get Tilt over the finish line as the deal started to come together.) If Chien opposed the deal, he had no meaningful say in the outcome: Beshara supported the sale, and Hussein unfailingly voted with Beshara. In less than two years, Goodwater’s multimillion-dollar B-1 investment had gone up in smoke. Company documents suggest Chien received $4 million in payouts from the deal at most.

Although Andreessen Horowitz and other investors did not fare much better, the halo surrounding Tilt’s public image has remained largely intact—so much so that when the New York Times and CB Insights put Jordan at No. 3 on their joint list of the world’s “top 20 venture capitalists” last month, they highlighted Jordan’s Tilt payday.

Meanwhile, Airbnb has invited “Tilt-ers” to interview for open roles, while adding a select group of Tilt engineers to its ranks. Payments experts are difficult to find, and extremely valuable—particularly for Airbnb (fees associated with payments, including credit card charges and payouts, represent one of Airbnb’s largest costs). Plus, Tilt’s experience in designing systems for groups who want to split costs could enable the travel unicorn, worth over $30 billion, to capture contact details for every guest who stays in an Airbnb property, rather than only the person who made the booking for the group—even if all the guests don’t already have Airbnb accounts. Tilt, for all its grand ambitions, has been largely reduced to a customer acquisition strategy—not the “Facebook of money” that Beshara and his backers envisioned.

[Photo: courtesy of Tilt/Glassdoor]

To Pivot Or Not To Pivot

Things didn’t have to end so badly for Tilt. WePay, at one point a Tilt rival, illustrates the hard road not taken by Beshara and his team.

“Collecting money from friends is a problem that everyone experiences, so it’s a bit of a siren song to the young tech entrepreneur,” says WePay cofounder and CEO Bill Clerico. Like Tilt, WePay’s initial mission was to make social payments easier. “We ended up spending years building this payments infrastructure, but we were never able to get the consumer experience to take off.”

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Not for lack of trying. WePay had “an army of college kids” calling clubs, fraternities, and treasuries on campuses across the country. To get some early buzz, the company pulled a marketing stunt that involved a 600-pound block of ice. Clerico even appeared on TV as an eligible nerd on The Millionaire Matchmaker.

“I remember I once spent the entire day with one of our interns in a conference room calling Shriners clubs,” Clerico recalls. “It sort of worked,” he says of the frantic array of sales tactics, “but it never went viral.”

In 2011, Clerico and his cofounder started to run out of cash. They needed to pivot, or somehow raise money to chase an increasingly elusive vision.

As a side project, one engineer had been building an API that made WePay’s processing infrastructure available to other companies. “It was still small, but it was growing much faster than the rest of our business,” says Clerico. He and cofounder Richard Aberman, who met as freshman-year roommates at Boston College, arrived at a crossroads: Continue to turn the crank on the consumer business, hoping against hope for a change in fortune, or become a B2B company. They decided to pivot, and by May 2012 had raised $10 million in venture funding to chase the new product roadmap. “We became an API company”—the change in direction Tilt declined to pursue with its own product offering.

For Highland Capital’s Peter Bell, an early WePay investor, continuing to back Clerico was a no-brainer. “Bill is a very pragmatic and thoughtful entrepreneur,” he says. The two met while Clerico was an undergrad studying computer science, and had known one another for five years at the time of Bell’s initial investment. Yet Clerico still asked Bell for references before adding the veteran VC to WePay’s board, in order to understand his track record in that role. To Bell, “That really said a lot about him as a young entrepreneur.”

Internally, the transition for WePay was painful in many ways. “We went from fun promotions to selling technical infrastructure and risk management and compliance services,” Clerico says. With that came a change in culture and personnel. Roughly 70% of employees quit or were let go.

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“As a leader, I had to rebuild my credibility with our team: ‘We have this new strategy and vision, and it’s going to work,'” he says. “For a lot of folks, it’s hard to believe that.”

The gamble paid off. WePay has since raised an additional $55 million and is now profitable. If Stripe has become the processor of choice for young online businesses, WePay has become a leading option for mid-size online businesses with at least $50 million in transaction volume. (After the pivot, Tilt became a WePay customer.)

Clerico is skeptical of social payments as a standalone business. “I get 10 calls a year from people wanting to solve the group payments problem. I think it will essentially be solved by a big company that bolts it on as part of a larger offering.”

The Perils Of Pattern Recognition

Tilt came of age in the years immediately following Facebook’s 2012 IPO, the pinnacle of Silicon Valley’s love affair with consumer startups that boasted hockey-stick user growth, murky revenue prospects, and twentysomething male founders. (“Young people are just smarter,” Zuckerberg famously told attendees at a Y Combinator event in 2007.) Now many of these once hotshot companies find themselves with no option but to shut down or seek out a shotgun acquisition partner.

“We’re seeing two to four companies wind down a week, which we’ve never seen before,” Marty Pichinson, cofounder of Sherwood Partners, told TechCrunch. “I think more [investors] are taking the Sequoia Capital approach, meaning if something isn’t working, they’re moving on.”

Tilt’s firesale in many ways fits the standard profile of a failed Silicon Valley exit, circa 2017. For example, most startup shutdowns are happening 20 months after a financing round, according to CB Insights, about the same final runway that Tilt experienced. Acqui-hires are also increasingly common. Most notably, the delta between Tilt’s acquisition price and its dollars raised, roughly $55 million, is in line with other down-round exits since the start of 2016, excluding health care, based on a Fast Company analysis of CB Insights data. There have been 27 such down-round acquisitions in that 15-month timeframe, including five since the start of the year. On average, the companies exited for $49 million less than what they had raised.

“We’re at the end of a capital cycle that was chasing the next Facebook,” says Chamath Palihapitiya, founder and CEO of Social Capital. “You will see it rewrite.”

Palihapitiya, who has been outspoken in his criticism of Silicon Valley culture, has little sympathy for founders who lose sight of the real work involved in company building. “The person who is the most to blame is the entrepreneur. Second is the investor.” He adds: “That entrepreneur probably chose the things that allowed them to live in their own virtuous cycle of superficial reality.”

Superficial reality, in Tilt’s case, followed the glamorized narrative of growth-growth-growth. When the company realized that it needed to build a sustainable payments business and not a viral app, it was over $67 million too late.

Beshara, for his part, says he would do it all again. “The best way to really learn as much as possible about business, about yourself, and about how teams work together would be to start a company,” he says. “No matter how it ends.” Or, it seems, no matter how much of other people’s money you use up.

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About the author

Senior Writer Ainsley Harris joined Fast Company in 2014. Follow her on Twitter at @ainsleyoc.